SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. )
Convergys Corporation
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
212485106
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(CUSIP Number)
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 23, 2008
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(Date of Event which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [X]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes)
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CUSIP NO. 212485106 SCHEDULE 13D PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JANA PARTNERS LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
12,221,975
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 12,221,975
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
12,221,975
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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14 TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 212485106 SCHEDULE 13D PAGE 3 OF 6 PAGES
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to the shares ("Shares") of common
stock, no par value, of Convergys Corporation, an Ohio corporation (the
"Issuer"). The principal executive office of the Issuer is located at 201 East
Fourth Street, Cincinnati, Ohio, 45202.
Item 2. Identity and Background.
(a) This statement is filed by JANA Partners LLC, a Delaware limited
liability company (the "Reporting Person"). The Reporting Person is a private
money management firm which holds the Shares of the Issuer in various accounts
under its management and control. The principals of the Reporting Person are
Barry Rosenstein and Gary Claar (the "Principals").
(b) The principal business address of the Reporting Person and the
Principals is 200 Park Avenue, Suite 3300, New York, New York 10166.
(c) The principal business of the Reporting Person and the Principals is
investing for accounts under their management.
(d) Neither the Reporting Person nor the Principals has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither the Reporting Person nor the Principals has, during the last
five years, been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) The Reporting Person is a limited liability company organized in
Delaware. The Principals are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The 12,221,975 Shares reported herein by the Reporting Person, were
acquired at an aggregate purchase price of approximately $195.33 million. The
Shares beneficially owned by the Reporting Person were acquired with investment
funds in accounts under management.
Item 4. Purpose of Transaction.
The Reporting Person initially reported its investment on a Schedule 13G
filed on April 10, 2008. The Reporting Person initially acquired the Shares for
investment in the ordinary course of business because it believed the Shares
were undervalued and represented an attractive investment opportunity. Based on
its evaluation of the Issuer's July 23, 2008 second quarter earnings
announcement, which included a reduction in guidance for 2008 and which was
followed by a significant decrease in the Issuer's closing share price, the
Reporting Person determined to file this Schedule 13D to reserve its right to
take steps to bring about changes to increase shareholder value which may
include changes in the board composition, strategy and future plans of the
Issuer as well as the pursuit of other plans or proposals that relate to or
would result in any of the matters set forth in subparagraphs (a)-(j) of Item 4
of Schedule 13D, and to discuss such issues with the Issuer's directors,
management, shareholders and other parties. The Reporting Person has engaged in
constructive dialogues with the members of the Issuer's board and management and
hopes to engage in future constructive dialogues including regarding such
potential changes to increase shareholder value.
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CUSIP NO. 212485106 SCHEDULE 13D PAGE 4 OF 6 PAGES
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Except as set forth herein, or as would occur upon completion of any of
the actions discussed herein, the Reporting Person has no present plan or
proposal that would relate to or result in any of the matters set forth in
subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Person intends to
review its investment in the Issuer on a continuing basis and, depending on
various factors including, without limitation, the Issuer's financial position
and strategic direction, the outcome of the discussions and actions referenced
above, actions taken by the board of directors, price levels of the Shares,
other investment opportunities available to the Reporting Person, conditions in
the securities market and general economic and industry conditions, the
Reporting Person may in the future take such actions with respect to its
investment in the Issuer as it deems appropriate including, without limitation,
purchasing additional Shares or selling some or all of its Shares, engaging in
short selling of or any hedging or similar transactions with respect to the
Shares and/or otherwise changing its intention with respect to any and all
matters referred in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Company.
(a) The aggregate percentage of Shares reported to be beneficially owned
by the Reporting Person is based upon 123,562,499 Shares outstanding, which is
the total number of Shares outstanding as of April 30, 2008 as reported in the
Issuer's Quarterly Report on Form 10-Q filed on May 7, 2008 for the period ended
March 31, 2008.
As of the close of business on July 25, 2008, the Reporting Person may be
deemed to beneficially own 12,221,975 Shares constituting approximately 9.9% of
the Shares outstanding.
(b) The Reporting Person has sole voting and dispositive powers over the
12,221,975 Shares, which powers are exercised by the Principals.
(c) Information concerning transactions in the Shares effected by the
Reporting Person during the past sixty days is set forth on Exhibit A hereto.
All of the transactions in Shares listed hereto were effected in open market
purchases on the New York Stock Exchange through various brokerage entities.
(d) No person (other than the Reporting Person) is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares.
(e) Not applicable.
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CUSIP NO. 212485106 SCHEDULE 13D PAGE 5 OF 6 PAGES
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Company.
None.
Item 7. Material to be Filed as Exhibits.
1. Exhibit A: Transactions In The Issuer During The Last 60 Days
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CUSIP NO. 212485106 SCHEDULE 13D PAGE 6 OF 6 PAGES
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 25, 2008
JANA PARTNERS LLC
By: /s/ BARRY ROSENSTEIN
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Name: Barry Rosenstein
Title: Managing Partner
By: /s/ GARY CLAAR
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Name: Gary Claar
Title: General Partner
APPENDIX I
TRANSACTIONS IN THE ISSUER IN THE LAST 60 DAYS
Date of Transaction Shares Purchased (Sold) Price Per Share ($)
5/30/2008 400,000 $ 16.04
6/2/2008 47,100 $ 15.70
6/2/2008 150,000 $ 15.72
6/2/2008 50,000 $ 15.78
6/2/2008 20,000 $ 15.96
6/3/2008 128,300 $ 15.86
6/6/2008 110,142 $ 15.42
6/6/2008 25,300 $ 15.45
6/6/2008 75,000 $ 15.46
6/6/2008 25,000 $ 15.47
6/6/2008 149,700 $ 15.49
6/9/2008 50,000 $ 15.27
6/9/2008 365,474 $ 15.28
6/9/2008 301,700 $ 15.29
6/10/2008 48,101 $ 15.26
6/10/2008 53,900 $ 15.28
6/11/2008 100,000 $ 15.16
6/11/2008 3,700 $ 15.19
6/11/2008 60,000 $ 15.20
6/11/2008 503,372 $ 15.22
6/17/2008 68,200 $ 15.66
6/17/2008 35,500 $ 15.68
6/26/2008 299,500 $ 15.08
6/27/2008 150,000 $ 14.96
6/27/2008 137,640 $ 14.98
6/30/2008 25,000 $ 14.89
6/30/2008 145,152 $ 14.90
7/1/2008 44,900 $ 14.63
7/1/2008 46,500 $ 14.64
7/1/2008 250,000 $ 14.65
7/2/2008 100,000 $ 14.60
7/3/2008 25,000 $ 14.59
7/7/2008 200,000 $ 14.86
7/8/2008 100,000 $ 14.91
7/9/2008 100,000 $ 14.90
7/10/2008 200,000 $ 14.80
7/11/2008 100,000 $ 14.33
7/14/2008 350,000 $ 14.37
7/15/2008 200,000 $ 14.10